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AG 22-072 - PROTHMANRETURN TO: VANESSAAUDETT EXT: 2532 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: HUMAN RESOURCES 2. ORIGINATING STAFF PERSON: VANESSA AUDETT EXT: 2532 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT It PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER S. PROJECT NAME: ECONOMIC DEVELOPMENT DIRECTOR RECRUITMENT 6. NAME OF CONTRACTOR: PROTHMAN ADDRESS: 371 NE GILMAN BLVD SUITE 310, ISSAQUAH, WA 98027 TELEPHONE 206.368.0050 E-MAIL: INFO@PROTHMAN.COM FAX: 425.270.3496 SIGNATURENAME: SONJA PROTHMAN TITLE OWNER/CEO 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES A COMPENSATION X INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON SIGNATURE COMPLETION DATE: 12/31/2022 9. TOTAL COMPENSATION $19,500 PLUS MINIMAL EXPENSES (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: A YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ Not to Exceed $25,000 IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY:.N CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: �%��• �� 7 510 • ��• y� 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED A PROJECT MANAGER VLA 06/06/2022 ® DIRECTOR VLA 06/06/2022 VLA 06/06/2022 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW �IJRC 6/7/2022 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ® SENT TO VENDOR/CONTRACTOR DATE SENT: 06/10/2022 DATE REC'D: 06/16/2022 N ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ® CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/ DATE SIGNED 'FLAW DEPARTMENT I Ilk W211- VI'GNATORY (MAYOR OR DIRECTOR) r}— ❑ CITY CLERK ❑ ASSIGNED AG# AG# -D COMMENTS: 2120 ] 7 CITY OF CITY HALL Federal Way Feder afh Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.ciryaffederal aycorn PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT DIRECTOR RECRUITMENT This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and The Greg Protlunan Company, a "Washington corporation" ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: THE GREG PROTHMAN COMPANY Sonja Prothman 371 NE Gilman Blvd, Suite 310 Issaquah, WA 98027 206,368,0050 (telephone) 425.270,3496 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Vanessa Audett, Human Resources Manager 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2532 (telephone) (253) 835-2509 (facsimile) Vanessa.Audett@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2022 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERNUNATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charges by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021 CITY of CITY HALL Federal �y Feder 8ih Avenue South 8003 Federal Way, WA 98003-6325 (253) 835-7000 w w w. eliyoRederg) way. com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -A ro riation. of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shalt ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it underthe Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,. proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorneys fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021 .� FeiJeral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cftyoJfedainhmy. com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certif sates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALI°I'Y. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safegliardcd by the Contractor. The Contractor Will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. S. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. q. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed accessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the perform ance and details of its work, the City being interested only PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 4% ci7v of CITY HALL Federal � Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwalyoffederal way. com in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and Complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the Citymay sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. E UAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL MOVI5IONS- 13.1 Inte retation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shah prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to -modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 AssigMent. and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 vAk;� (253) 835-7000 www.cilyoff&cYiRroAvay.com assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 C=Iiance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set, of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cht vfoderalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: (f � -- '0� �4� Jr7rell, iayor DATE: THE GREG PROTHMAN COMPANY: By: •c ro 7 Xi+� Sonja othman, Owner/CEO DATE: V—ZOA-�Z ATTEST: Ui-dwtl� (N� S phanie Courtney, CMC, j Clerk APPROVED AS TO FORM: cl�gc- —�LL J. Ryan Call, City Attorney STATE OF WASHINGTON ) ��/% ) ss. COUNTY OF 1'1 �, On this day personally Opeared before me Sonja Prothman, to me known to be the CEO/Owner of The Greg Prothman Company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of J , 2022 Notary's signature r �3' g Notary's printed name u Notary Public in and for the State of Washington. RO Y S. PAT My cormnnission expires Notary Public State Of Washington CommissicO Expires August 21, 2026 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 4S CITY OF Fades Scope Of Work CITY HALL 33325 8th Avenue South y Federal Way, WA 98003-6325 (253) 835-7000 MM..crfyoffedemiKoy. com EXHIBIT A SERVICES, FEE & GUARANTEE 1. Develop a Tailored Recruitment Strategy Project Review The first step will be to: ♦ Review the scope of work and project schedule ♦ Review compensation and decide if a salary survey is needed Information Gathering and Research We will travel to the City of Federal Way or meet via Zoom and spend as much time as it takes to learn everything we can about your organization. Our goal is to thoroughly understand the values and culture of your organization, as well as the preferred qualifications you desire in your next Economic Development Director. We will: ♦ Meet with the Mayor ♦ Meet with the Leadership Team, as directed ♦ Meet with Economic Development Department Staff, as directed ♦ Meet with other stakeholders, as directed ♦ Review all documents related to the position Position Profile Development We will develop a profile of your ideal candidate. Once the Position Profile is written and approved, it will serve as the foundation for our determination of a candidate's "fit" within the organization and community. Profiles include the following: ♦ A description of the ideal candidate's qualifications ♦ Organization -specific information ♦ Community -specific information ♦ Compensation package details ♦ Information on how to apply 2. Identify, Target, n Recruit Viable Candidates Outreach and Advertising Strategy We recognize that often the best candidates are not actively looking for a new position -this is the person we want to reach and recruit. We have an aggressive recruitment strategy which involves the following: ♦ Print and Internet -based Ads placed nationally in professional publications, journals and on related websites. ♦ Targeted Direct Mail Brochures sent nationally to hundreds of highly qualified city/county/port economic development management professionals who are not actively searching for a new position. ♦ Focused Candidate Outreach via personal emails and networking from our database of PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 ITY OF CITY HALL Way , Federal Wa @i r � 33325 8th Avenue South y WA 98003-6325 .. (253) 835-7000 www.cityoffederal�ieqv.com city/county/port economic development management professionals. ♦ Posting the Position Profile on Prothman's Facebook and Linkedln pages, and on the Prothman website, which receives over five thousand visits per month from potential candidates. 3. Conduct Preliminary Screenin Candidate Screening Once the application deadline has passed, we will conduct an extensive candidate review designed to gather detailed information on the leading candidates. The screening process has 3 key steps: 1) Application Review: Using the Position Profile as our guide, we will screen the candidates for qualifications based on the resumes, applications, and supplemental question responses (to determine a candidate's writing skills, analytical abilities, and communication style). After the initial screening, we take the yes's and maybe's and complete a second screening where we take a much deeper look into the training, work history and qualifications of each candidate. 2) Internet Publication Background Search: We conduct an internet publication search on all semifinalist candidates prior to their interviews. If we find anything out of the ordinary, we discuss this during the initial interview and bring this information to you. 3) Personal Interviews: We will conduct in-depth videoconference or in -person interviews with the top 6 to 12 candidates. During the interviews, we ask the technical questions to gauge their competency, and just as importantly, we design our interviews to measure the candidate's fit within your organization. Candidate Presentation We will prepare and send to you candidate packets which include each candidate's application materials and the results of the personal interviews and publication search. We will travel to Federal Way or meet via Zoom and advise you of the candidates meeting the qualifications, our knowledge of them, and their strengths and weaknesses relative to fit within your organization. We will give you our recommendations and then work with you to identify the top 3 to 6 candidates to invite to the final interviews. We will discuss the planning and design of the final interview process during this meeting. I Prepare Materials and Process for Final Interviews Final Interview Process The design of the final interviews is an integral component towards making sure that all stakeholders have the opportunity to learn as much as possible about each candidate. ♦ Elements of the design process include: • Deciding on the Structure of the Interviews We will tailor the interview process to fit your needs. It may involve using various interview panels and an evening reception. ® Deciding on Candidate Travel Expenses We will help you identify which expenses your organization wishes to cover. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 7/2021 CITY OF CrrY HALL Federal Way 8th Avenue South Federal Way, WA 98003-6325 t ~ =v - f Feder (253j 835-7000 www.. c;lyoffederaAvoy. com Identifying Interview Panel Participants & Panel Facilitators We will work with you to identify the participants of different interview panels. ♦ Background Checks Background checks include the following: References We conduct 6-8 reference checks on each candidate. We ask each candidate to provide names of their supervisors, subordinates, and peers for the last several years. Education Verification, Criminal History, Driving Record and Sex Offender Check We contract with Sterling for all background checks. ♦ Candidate Travel Coordination After you have identified the travel expenses you wish to cover, we work with the candidates to organize the most cost-effective travel arrangements. ♦ Final Interview Packets The Final Interview Packets include suggested interview questions, as well as -the candidates' resumes and supplemental question responses. Each panel member will be provided a packet. ♦ Final Interviews with Candidates We will travel to Federal Way and facilitate the interviews. The interview process usually begins with a morning briefing where schedule and process will be discussed with all those involved in the interviews. Each candidate will then -go through a series of one - hour interview sessions, with an hour break for lunch. ♦ Panelists & Decision Makers Debrief: After the interviews are complete, we will facilitate a debrief with all panel participants where the panel facilitators will report their panel's view of the strengths and weaknesses of each candidate interviewed. ♦ Candidate Evaluation Session: After the debrief, we will facilitate the evaluation process, help the decision makers come to consensus, discuss next steps, and organize any additional candidate referencing or research if needed. ♦ Facilitate Employment Agreement: Once the top candidate has been selected, we will offer any assistance needed in developing a letter of offer and negotiating terms of the employment agreement. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 7/2021 CITY OF CITY HALL �� � Feder 8th Avenue South Y Federal Way, WA 98003-6325 "4!Fed (253) 835-700a www.crtyoffederalway com EXHIBIT B FEES & GUARANTEE Professional Fee The fee for conducting an Economic Development Director recruitment with a one-year guarantee is $19,500. The professional fee covers all Prothman staff time required to conduct the recruitment. This includes all correspondence and all on -site meetings with the client, writing and placing the recruitment ads, development of the candidate profile, creating and processing invitation letters, reviewing resumes, coordinating and conducting semifinalist interviews, coordinating and attending finalist interviews, coordinating candidate travel, conducting background checks and professional references on the finalist candidates and all other search related tasks required to successfully complete the recruitment. Professional fees are billed in three equal installments throughout the recruitment, one at the beginning, at the halfway point, and upon completion. Expenses Expenses vary depending on the design and geographical scope of the recruitment, We do not mark up expenses and work diligently to keep expenses at a minimum and keep records of all expenditures. The City of Federal Way will be responsible for reimbursing expenses Prothman incurs on your behalf. Expenses include: Q Trade journal, Linkedln Boost and associated website advertising (approx, $1,600-1,800) Diversity Site Advertising, if requested (approx. $600 - $2,000) Direct mail announcements ($1,900) Printing of materials (approx. $100 - 300) Consultant travel: No Charge ID Background checks performed by Sterling (approx. $150 per candidate) Expenses are billed monthly. Expenses shall not exceed $25,000. Other Expenses Candidate travel: We cannot approximate candidate travel expenses because they vary depending on the number of candidates, how far the candidates travel, length of stay, if spouses are included, etc. If you wish, we will coordinate and forward to your organization the candidates' travel receipts for direct reimbursement to the candidates. Warranty Repeat the Recruitment: If you follow the main phases of our process and a top candidate is -not chosen, we will repeat the recruitment once with no additional professional fee, the only cost to you would be for the expenses. Guarantee If you follow the main phases of our process and the selected finalist is terminated for cause or resigns within one year from the employment date, we will conduct one replacement search with no additional professional fee, the only cost to you would be the expenses. PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 7/2021 CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6326 (253) 835-7000 www.cityoffoderalway.com Cancellation You have the right to cancel the search at any time. Your only obligation would be the fees and expenses incurred prior to cancellation. PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 7/2021 CERTIFICATE OF LIABILITY INSURANCE DATE61091 D/YYYY) 06/09/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NTAT Nanci Gonzalez MANE Brown & Brown of Washington, Inc PHONE (206) 956-1600 JAIC Nc : (206) 956-9600 800 5th Ave Suite 2400 E-MAIL ngonzalez@bbseattle.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Seattle WA 98104 INSURERA: Hartford Casualty Insurance Company 29424 INSURED INSURER B : Philadelphia Indemnity Insurance Company 18058 The Greg Prothman Company INSURER C : 371 NE Gilman Blvd Ste 310 INSURER D : INSURER E : Issaquah WA 98027 INSURERF: COVERAGES CERTIFICATE NUMBER: 22 Blankt Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBIR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICYEXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000.000 CLAIMS -MADE �X OCCUR R NTE PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ Excluded A Y 52SBAVW2854 02/01/2022 02/01/2023 GEN'l.AGGREGATELIMITAPPLIESPEW GENERAL AGGREGATE $ 4,000,000 X POLICY ❑ PRO LOC PRODUCTS - COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT En acddent $ 2,000,000 BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 52SBAVW2854 02/01/2022 02/01/2023 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Paracciden _ $ HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIR/PARTNER/F>CECUTIVE ❑ OFFICER/MEMBER EXCLUDED?1,000,000 (Mandatory in NH) NIA 52SBAVW2854 02/01/2022 02/01I2023 PER DTI- STATUTE X ER WA Stop Gap E.L EACH ACCIDENT. $ 1,000,000 E.L DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $ 1,000,000 Limit $1,000,000 B Professional Liablity PHSD1652356 09/26/2021 09/26/2022 Retention $5,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ------ 1� ACY7JrV AGENCY CUSTOMER ID: 00400706 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Brown & Brown of Washington, Inc NAMED INSURED The Greg Prothman Company POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes I Additional Insured: City of Federal Way ACORD 101 (200BI01) v cuuo ► LIUMIJ wrcrvMM 1 wn. nu nynw reselveu. The ACORD name and logo are registered marks of ACORD